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Cassiar Gold Corp.
Symbol GLDC
Shares Issued 161,502,645
Close 2026-10-21 C$ 0.35
Market Cap C$ 56,525,926
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ORIGINAL: Cassiar Gold Announces Insider-Led Private Placement for up to $3 Million

2026-10-22 07:02 ET - News Release

Vancouver, British Columbia--(Newsfile Corp. - October 22, 2026) - Cassiar Gold Corp. (TSXV: GLDC) (OTCQX: CGLCF) ("Cassiar Gold" or the "Company") is pleased to announce the Company intends to complete a non-brokered private placement for aggregate gross proceeds of up to $3,000,000 through a combination of hard dollar units (the "HD Units") at a price of $0.35 per HD Unit, and flow-through units (the "FT Units") at a price of $0.50 per FT Unit (the "Offering").

Each HD Unit and each FT Unit will consist of one common share in the capital of the Company (each, a "Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). The Shares and Warrants underlying the FT Units will be issued as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act"). The Shares and Warrants underlying the HD Units will be issued as non-flow-through securities. Each Warrant shall entitle the holder to purchase one non-flow-through common share in the capital of the Company (each, a "Warrant Share") at a price of C$0.50 per Warrant Share at any time on or before that date which is 24 months after the closing date of the Offering.

The Company intends to use an amount equal to the gross proceeds from the sale of the FT Units to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Tax Act, and for British Columbia subscribers, "BC flow-through mining expenditures" as defined in the Income Tax Act (British Columbia) (the "Qualifying Expenditures"), on the Company's flagship Cassiar Gold Project in northern British Columbia, Canada, with such expenses to be incurred on or before December 31, 2027, and the Company will renounce all the Qualifying Expenditures in favour of the subscribers of FT Units effective December 31, 2026.

The net proceeds from the issuance of HD Units will be used for general and administrative expenses of the Company.

Closing of the Offering is expected to occur on or about November 4, 2026, and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

Certain insiders of the Company will participate in the Offering, and such participation by insiders will constitute a related party transaction as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder requirements provided under subsections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves the insiders, will exceed 25% of the Company's market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities offered pursuant to the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Update on Exploration Agreement

Further to its news release disseminated on September 22, 2026, Cassiar Gold has received final acceptance from the TSX Venture Exchange to issue to the Dease River First Nation, whose traditional territory encompasses the Cassiar Gold Project in northern British Columbia, 500,000 units of the Company ("DRFN Units") at a deemed price of $0.52 per DRFN Unit in accordance with the Exploration Agreement between the Company and the Dease River First Nation. Each DRFN Unit will comprise of one common share of Cassiar Gold (each, a "DRFN Unit Share") and one non-transferable common share purchase warrant (each, a "DRFN Warrant") entitling the Dease River First Nation to purchase one additional common share of Cassiar Gold (each, a "DRFN Warrant Share") at a price of $0.65 per DRFN Warrant Share for a period of 12 months from the date of issuance of the DRFN Warrants (among other commitments of a customary nature). The DRFN Unit Shares, DRFN Warrants, and DRFN Warrant Shares will be subject to a hold period in Canada of four months and a day from the date of issuance of the DRFN Units, as well as contractual trading restrictions.

Corporate Update

Cassiar Gold is nearing completion of its 2026 exploration drilling program, comprising approximately 10,000 metres across 37 drill holes. The program includes expansion and infill drilling at the Taurus deposit and as well as the high-priority Newcoast regional target 2km south from Taurus. Approximately 9,900 metres have been completed at Taurus following the June 2025 publication of the MRE, which hosts 410,000 ounces of Indicated Mineral Resources grading 1.43 g/t Au and 1.93 million ounces of Inferred Mineral Resources grading 0.95 g/t Au.

The Company is targeting completion of its Preliminary Economic Assessment ("PEA") in Q1 2027 to allow for advances in geological interpretations, 3D modelling and recent additional drill results to be incorporated into the studies.

The Company continues to evaluate the advancements of the Cassiar South project area including the potential for strategic collaboration as part of the Company's broader efforts to evaluate pathways to production for its extensive and highly prospective land package.

"We believe Cassiar is at an important stage in its evolution. Our 2026 exploration program and studies at Cassiar North will help improve our understanding of the district, and the upcoming Preliminary Economic Assessment will be a critical milestone in demonstrating the project's potential," said Steve Letwin, Chairman of Cassiar Gold Corp. "In parallel, we continue to evaluate the opportunities to advance Cassiar South. Our focus is on building long-term value by unlocking the broader potential of this district-scale gold project."

About Cassiar Gold Corp.

Cassiar Gold Corp. is a Canadian gold exploration company holding a 100% interest in its flagship Cassiar Gold Property located in British Columbia, Canada. The Cassiar Gold property spans 590 km2 and consists of two main project areas:

  1. Cassiar North, which hosts an updated Mineral Resource Estimate (MRE) for the Taurus deposit prepared in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards incorporated by reference in NI 43-101. The pit-constrained MRE contains Indicated Mineral Resources of 8.8 million tonnes (Mt) at 1.43 grams per tonne gold (g/t Au) for 410,000 ounces of gold in addition to Inferred Mineral Resources of 63.2 Mt at 0.95 g/t Au for 1.93 million ounces (Moz) of gold using a 0.4 g/t Au cut-off grade; 91% of ounces occur within 150 m of surface (see NI 43-101 Technical Report titled "National Instrument 43-101 Technical Report on the Cassiar Gold Property", prepared by Zelligan, P.Geo, and Jolette, P.Geo, and dated effective June 8, 2025); and
  2. Cassiar South, which hosts numerous gold showings, historical workings, and exploration prospects. Historical underground mines in the Cassiar South area have yielded over 315,000 oz of Au at average head grades of between 10 and 20 g/t Au (NI 43-101 Technical Report titled "National Instrument 43-101 Technical Report on the Cassiar Gold Property", prepared by Zelligan, P.Geo, and Jolette, P.Geo, and dated effective June 8, 2025), underscoring the high potential for further discovery and expansion of high-grade orogenic gold veins.

The Company also holds a 100% interest in properties covering most of the Sheep Creek gold camp located near Salmo, British Columbia, Canada. The Sheep Creek gold district ranks as the third largest past-producing orogenic gold district in British Columbia from 1900 to 1951. Minimal exploration work has been conducted since the 1950s.

Qualified Persons

Jill Maxwell, P.Geo., Cassiar Gold Corp.'s VP Exploration, who is a Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has reviewed and approved the technical information in this press release.

CONTACT INFORMATION

Jason Shepherd
VP Investor Relations
Cassiar Gold Corp.
E-mail: jasons@cassiargold.com
Phone: 250-212-2122

Forward-Looking Statements

This press release may contain forward-looking statements including those describing Cassiar Gold's future plans and the expectations of management that a stated result or condition will occur. Any statement addressing future events or conditions necessarily involves inherent risk and uncertainty. Actual results can differ materially from those anticipated by management at the time of writing due to many factors, the majority of which are beyond the control of Cassiar Gold and its management. In particular, this news release contains forward-looking statements pertaining, directly or indirectly, to: the intended use of proceeds from the Offering; the receipt of TSXV approval for the Offering; the closing of the Offering and the timing thereof; the tax treatment of the securities; the expected incurrence by the Company of eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" and as "BC flow-through mining expenditures"; the renunciation by the Company of the Qualifying Expenditures to each subscriber of FT Units effective no later than December 31, 2026; the issuance of the DRFN Units; the Company's exploration plans and work commitments.

Although Cassiar Gold believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, general economic, market or business conditions, risks associated with the exploration and development industry in general (e.g., operational risks in development, exploration and production; the uncertainty of mineral resource estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), constraints on the availability of services, commodity price and exchange rate fluctuations, changes in legislation impacting the mining industry or tax incentives associated with exploration in the mining industry, adverse weather conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures.

Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. These statements speak only as of the date of this release or as of the date specified in the documents accompanying this release, as the case may be. The Company undertakes no obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/320333

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